TERMS & CONDITIONS OF SEOPRO NZ LTD

By using the services of SeoPro NZ Ltd, the Client agrees to abide by the following terms.

Placing an Order: By placing an order with SeoPro NZ Ltd, you confirm that you are in agreement with and bound by the terms and conditions below. No signed contract is needed, any correspondence sent to SeoPro NZ Ltd asking for work to be carried out is seen as placing an order and therefore is accepting these Terms & Conditions and is seen as a legal binding contract. No Physical signature is required as all correspondence is seen as a digital signature. It is assumed that every person placing an order has read these Terms & Conditions, understood them and agreed to them.

General: SeoPro NZ Ltd will carry out work only where an agreement is provided either by email, verbally, telephone, mail or fax. SeoPro NZ Ltd will carry out work only for clients who are 18 years of age or above. An ‘order’ is deemed to be a written or verbal contract between SeoPro NZ Ltd and the client, this includes telephone and email agreements.

All prices quoted are + G.S.T.

Prior Conditions:

The client has not created any duplicate sites, duplicate content or pages, redirects or doorway pages.

The client has not requested or exchanged links with link farms or undertaken any spamming techniques which may harm the web site’s ranking with Google or other search engines.

It is not possible to give a 100% guarantee for any specific result on any search engine, nor can we quantify the level of increased traffic or sales, as a result of the SEO campaign.

If the client makes any changes to the optimised pages created by SeoPro NZ Ltd, or does not implement the changes advised by us, any guarantee placed will become void immediately.

SeoPro NZ Ltd follows a strictly ethical SEO policy and may make void any guarantee should it be discovered that the Client has participated in actions considered undesirable (spamming) by the search engines, such as

Makes use of hidden links.

Links to link-farms, FFA link pages, etc.

Uses page redirect or cloaking techniques.

Submits the web pages of the site to the search engines, search directories or other websites without the consent of SeoPro NZ Ltd.

Uses automated web site submission software or websites.

Uses automated reciprocal link programmes.

Website Design and Optimisation: Whilst every endeavour will be made to ensure that the website and any scripts or programmes are free of errors, SeoPro NZ Ltd cannot accept responsibility for any losses incurred due to malfunction of the website or any part of it.

The website, graphics and any programming code remain the property of SeoPro NZ Ltd until all outstanding accounts are paid in full.

Any scripts, cgi applications, php scripts, or software (unless specifically agreed) written by SeoPro NZ Ltd remain the copyright of SeoPro NZ Ltd and may only be commercially reproduced or resold with the permission of SeoPro NZ Ltd.

SeoPro NZ Ltd cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.

Any additions to the brief will be carried out at the discretion of SeoPro NZ Ltd and where no charge is made by SeoPro NZ Ltd for such additions, SeoPro NZ Ltd accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.

The client agrees to make available as soon as is reasonably possible to SeoPro NZ Ltd all materials required to complete the site to the agreed standard and within the set deadline. Once a design stage for a website is ready for approval, the client has up to 5 business days to comment or edit, approve or disapprove the design at that stage. If there are no comments or communication from the client within this time (5 business days) SeoPro NZ Ltd view this as the design being accepted and is approved for development and therefore the website will be put into the production line for development and coding. Changes to the design after the website has been put into the development stage will be a new stage in development and will be charged separately from the original quote/contract price.

If these materials needed to create the website (content, images, data etc) are not made available within two weeks of being asked for or the time the deadline has been set, then the full amount of the price for the website/marketing is to be paid in full by the client unless there has been specifically arranged conditions between SeoPro NZ Ltd and the client prior to the project commencing. The project will then be finished when such material has been received and a time slot has been created between the current scheduled projects that are being worked on.

SeoPro NZ Ltd will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.

SeoPro NZ Ltd will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner.

SeoPro NZ Ltd will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.

SeoPro NZ Ltd will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.

Once a website has been designed and completed the final balance of payment is then due in accordance with our payment terms. There are no exceptions to this, i.e If the client decides they no longer want the site, as they have commissioned the work and paid a deposit they are still obliged to pay for the work that has been done. Non payment will result in legal action being taken if necessary.

Cancellation and Refunds: Once an order has been accepted by SeoPro NZ Ltd, the client will be responsible for full payment of all fees related to the Service/Web Design/Web Development/Product/Campaign. An order can be in the form of a verbal agreement, instant message, txt message, email, letter or contact enquiry form. Any contracts for the Service/Web Design/Web Development/Product/Campaign do not require a signature from the client, any form of agreement from the client to advise SeoPro NZ Ltd to commence work is seen as a contract. All proposals for any Service/Web Design/Web Development/Product/Campaign once signed or agreed to verbally or by instant message, txt message, email, letter or contact enquiry form become contracts to commence work on the project and it is assumed you have agreed to these terms & conditions.

If the client cancels the Service/Web Design/Web Development/Product/Campaign for any reason (other than as a consequence of Company’s material breach of this Agreement), all fees for the remainder of the scheduled Service/Web Design/Web Development/Product/Campaign shall be immediately due and payable, and all pre-paid fees shall be forfeited. Back-up copies of the website/s, website development, projects, adverts, graphic designs, campaigns, pages, custom features or anything that SeoPro NZ Ltd has been contracted to provide are only kept for a maximum of two (2) weeks, after this period has expired it is not up to SeoPro NZ Ltd to provide copies of the website/s, database/s, designs, content, images or any part of the project undertaken for the client. To re-install after this period will mean a complete rebuild of the project which will be at the cost of the client. The price shall be at the current pricing structure of SeoPro NZ Ltd.

SeoPro NZ Ltd reserve the right to cancel any order for any Service/Web Design/Web Development/Product/Campaign that it feels the client has not lived up to or breached the agreement on which the project was undertaken. A maximum of two weeks (10 business days) notice shall be given. All outstanding money owed by the client to SeoPro NZ Ltd shall be immediately due and payable, and all pre-paid fees shall be forfeited.

Disclaimers and Limitations on Liability: SeoPro NZ Ltd shall not be responsible for URLs dropped or excluded by a search engine for any reason.

SeoPro NZ Ltd shall not be responsible for delays or failure of performance resulting from Internet Service Provider delivery problems or failure, or any communication or delivery problems associated with Client’s receipt of the Account Service data.

SeoPro NZ Ltd shall not be responsible for acts or causes beyond their control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters.

SeoPro NZ Ltd do not represent or warrant that Customers’ URLs will achieve a favourable position, or any position, within a particular search engine.

SeoPro NZ Ltd do not warrant or represent that the use or the results of the use of the materials available through the SeoPro NZ Ltd Services or from third parties will be correct, accurate, timely, reliable or otherwise.

You expressly agree that use of the SeoPro NZ Ltd Services provided hereunder is at your sole risk. These Services are provided on an “as is” and “as available” basis. SeoPro NZ Ltd expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement.

Notwithstanding the security precautions taken against disclosure of information, there are certain conditions that exist on the Internet generally which are outside SeoPro NZ Ltd’ control and could result in a breach of security. Accordingly, SeoPro NZ Ltd cannot guarantee that Your Account Service data information will be free from corruption or piracy.

You hereby expressly waive any claim against SeoPro NZ Ltd arising out of the loss of data through corruption, piracy, breach of security or for any other reason that is not based on intentional or grossly negligent actions of SeoPro NZ Ltd.

SeoPro NZ Ltd will not be liable for any printing costs on any documents, images, flyers, brochures, pdf’s, books or any other form that have been printed. It is up to the client to check things like images, wording, spelling and grammar before printing is done. Once approval has been received by us to send data to a printer it is understood the the client has proofread everything and agreed to everything that it is correct and ready for print.

To the maximum extent allowed by law, SeoPro NZ Ltd and any of their parents, members, subsidiaries, affiliates, service providers, licensors, officers, directors or employees shall not be liable for any direct, indirect, special, incidental or consequential damages (no matter how they arose, including negligence, or for interrupted communications, lost data or lost profits, arising out of or in connection with the Services provided hereunder. Further, SeoPro NZ Ltd will not have any liability for any losses arising because the SeoPro NZ Ltd’ Services are not operational or accessible. This section does not limit liability for bodily injury of a person.

Database, Application and E-Commerce Development: SeoPro NZ Ltd cannot take responsibility for any losses incurred by the use of any software that was recommended to, sold to or created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.

Any scripts, cgi applications or software (unless specifically agreed) written by SeoPro NZ Ltd remain the copyright of SeoPro NZ and may only be commercially reproduced or resold with the permission of SeoPro NZ Ltd.

Where applications or sites are optimised or developed on servers not recommended by SeoPro NZ Ltd, the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed.

The client is expected to test fully any application or programming relating to a site developed by SeoPro NZ Ltd before being made generally available for use. Where “bugs”, errors or other issues are found after the site is live, SeoPro NZ Ltd will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.

Compatibility: SeoPro NZ Ltd will endeavour to ensure that any optimised / designed site or application will function correctly on the server it is initially installed in, however SeoPro NZ Ltd can offer no guarantees of correct function with all browser software.

Website Hosting: Whilst SeoPro NZ Ltd can host your website or recommend hosting companies to host your website, no guarantees can be made as to the availability or interruption of this service by SeoPro NZ Ltd, also SeoPro NZ Ltd cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.

Website hosting is non-refundable. Once an order has been accepted by SeoPro NZ Ltd, the client will be responsible for full payment of all fees related to the website hosting service. If the client cancels the website hosting service for any reason (other than as a consequence of the company’s gross negligence in hosting their website/s), all fees for the remainder of the scheduled service shall be immediately due and payable, and all pre-paid fees shall be forfeited. A minimum of one (1) month notice shall be given to cancel website hosting, this must be given in writing via email, no cancelations will be actioned until we have an email confirmation to do so. The month will be started at the beginning of the next calendar month from when the email is received for the cancelation of website hosting services.

Charges will apply when transferring websites off the SeoPro NZ Ltd servers, this is to pay for the time involved in downloading and backing up any websites & databases. The hourly rate for this is the standard $120 + gst per hour, there is no set price for this, it is solely determined on time taken to do the service. All fees for this must be paid in full before websites & databases are released.

SeoPro NZ Ltd reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate the free hosting service should the necessity arise.

SeoPro NZ Ltd runs secure servers that are kept up to date with the latest security enhancements, however if individual websites are not kept up to date as well they can create security vulnerabilities that can affect the server. It is up to the owner of the website to keep it up to date and to cover the cost of doing so. If in our monthly security scans we find that a site is not up to date then SeoPro NZ Ltd reserve the right to automatically update websites hosted at the owners expense, this is to keep the server secure for all websites hosted on there but also to maintain a secure and optimum website for the client. The cost of this is the standard hourly rate of $120 + gst per hour.

If the client refuses to pay for the service then the website will be put into a quarantine maintenance mode (For a maximum of two weeks, 10 business days) or until payment is received in full, If payment still has not been received within this period of time SeoPro NZ Ltd reserves the right to delete, sell or use the website created for any purpose it sees fit to. SeoPro NZ Ltd does not need to hold backups of the website or the database after this time, it is up to SeoPro NZ Ltd whether a backup of the website and database will be kept, automatic backups on the server will stop immediately once the website has been put into the quarantine maintenance mode. To re-instate the website and database charges are worked out on an hourly rate of $120 + gst per hour, there is no set price for this, it is solely determined on time taken to do the service.

Payment of Accounts: A deposit is required from any new client before any work is carried out. Regular progress payments must be made at particular stages of development determined by SeoPro NZ Ltd. Any websites, website development, projects, adverts, graphic designs, campaigns, pages, custom features or anything that SeoPro NZ Ltd get contracted to provide will remain the sole property of SeoPro NZ Ltd until full and final payments have been received for the work/service carried out.

It is the SeoPro NZ Ltd policy that any outstanding accounts for work carried out by SeoPro NZ Ltd or its affiliates are required to be paid in full, no later than 7 days from the date of the invoice unless by prior arrangement with SeoPro NZ Ltd.

Once a deposit is paid and work completed you are obliged to pay the balance of the account in full. We will contact clients via email and telephone to remind them of such payments if they are not received when due.

If accounts are not settled on the due date, access to the website may be denied and web pages removed, we will then pass such cases to Debt Collectors and or our Solicitors to pursue payment. The client will be liable for all associated debt collection, legal costs and all costs derived from obtaining original amount owed, this will include, all printing, stationary costs, vehicle expenses, administration, lodging the debt, time associated with getting claims sorted out, time taken to present case in court including travel to and from court. The charge for time will be the standard hourly rate of $120 + gst per hour. A minimum of 8 hours will be charged for administration expenses to collect the outstanding debt.

All associated development costs to re-install the website after payment is received will be charged to the client, this includes administration, server set-up, domain set-up, developer expenses and project management. The charges will be at the standard hourly rate of $120 + gst per hour.

Back-up copies of the website/s, website development, projects, adverts, graphic designs, campaigns, pages, custom features or anything that SeoPro NZ Ltd has been contracted to provide are only kept for a maximum of two (2) weeks, after this period has expired it is not up to SeoPro NZ Ltd to provide copies of the website/s, database/s, designs, content, images or any part of the project undertaken for the client. To re-install after this period will mean a complete rebuild of the project which will be at the cost of the client. The price shall be at the current pricing structure of SeoPro NZ Ltd.

If SeoPro NZ Ltd has purchased domain names on behalf of the client that have not been paid for in full, they will remain on the SeoPro NZ server until paid for, no transfer code (UDAI) will be given out until payment has been received in full.

On all outstanding accounts/invoices there will be a minimum $65 + gst or 10% late payment fee added, whichever is higher, to the original amount of the invoice plus 2.5% interest per month will be added. Late payment fees will be added to individual invoices, not just the overall amount owing on the monthly statement, as each invoice is billed at separate times and should therefore be paid separately as SeoPro NZ Ltd does not supply set day monthly accounts.

Account Closure:All associated costs for website/s, website development, projects, adverts, graphic designs, campaigns, pages, custom features or anything that SeoPro NZ Ltd has been contracted to provide must be immediately paid in full. Written advice from the client must be given at least one month in advance. Back-up copies of the website/s, website development, projects, adverts, graphic designs, campaigns, pages, custom features or anything that SeoPro NZ Ltd has been contracted to provide are only kept for a maximum of two (2) weeks, after this period has expired it is not up to SeoPro NZ Ltd to provide copies of the website/s, database/s, designs, content, images or any part of the project undertaken for the client. To re-install after this period will mean a complete rebuild of the project which will be at the cost of the client. The price shall be at the current pricing structure of SeoPro NZ Ltd. If accounts are not settled on the due date we will then pass such cases to Debt Collectors and or our Solicitors to pursue payment. The client will be liable for all associated debt collection, legal costs and all costs derived from obtaining original amount owed, this will include, all printing, stationary costs, vehicle expenses, administration, lodging the debt, time associated with getting claims sorted out, time taken to present case in court including travel to and from court. The charge for time will be the standard hourly rate of $120 + gst per hour. A minimum of 8 hours will be charged for administration expenses to collect the outstanding debt.

Complaints Procedure: Anyone who experiences a problem with the web service provided by SeoPro NZ Ltd should raise the matter directly using our online contact form to do so, giving sufficient information to locate the material (such as a url) and clearly outlining the grounds for complaint.

SeoPro NZ Ltd will approach the individual responsible for the material in question with a view to resolving the matter to the satisfaction of the complainant.

NOTE: YOUR SIGNATURE ON A PRINTED COPY OF THIS AGREEMENT IS NOT REQUIRED. YOUR USE OF OUR SEO SERVICES SHALL CONSTITUTE A VIRTUAL SIGNATURE, HAVING THE SAME FORCE AND EFFECT AS IF YOU HAD ACTUALLY SIGNED A PRINTED COPY OF THIS AGREEMENT.

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